UNITED INTERNATIONAL HOLDINGS INC, DEF 14A, 1997-11-03

UNITED INTERNATIONAL HOLDINGS INC
DEF 14A, 1997-11-03
CABLE & OTHER PAY TELEVISION SERVICES

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Schedule 14A Information

Proxy Statement Pursuant to Section 14(a)
of the Securities and Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12

UNITED INTERNATIONAL HOLDINGS, INC.
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(Name of Registrant as Specified in its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
---------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
UNITED INTERNATIONAL HOLDINGS, INC.

4643 S. Ulster Street, Suite 1300
Denver, Colorado 80237

October 28, 1997

Dear Fellow Stockholder:

You are cordially invited to attend the annual meeting of stockholders of
United International Holdings, Inc. (the "Company"), which will be held at the
Hyatt Regency Tech Center, 7800 East Tufts Avenue, Denver, Colorado, on
Wednesday, November 19, 1997, at 10:00 a.m. local time. A notice of the annual
meeting, a proxy card, a Proxy Statement containing important information about
the matters to be acted upon at the annual meeting, and the Company's 1997
Annual Report to Stockholders are enclosed.

You will be asked at the annual meeting to consider and vote upon (i) the
election of four Directors of the Company to serve until the 2000 annual meeting
of stockholders and one Director of the Company to serve until the 1998 annual
meeting of stockholders, (ii) the ratification of the Company's 1993 Stock
Option Plan and approval of an amendment to increase the number of shares of the
Company's Class A Common Stock reserved for issuance under such Plan by 500,000
from 3,300,000 shares to 3,800,000 shares, and to establish a maximum number of
shares subject to options that may be granted to any one participant in any
calendar year, (iii) the ratification of the appointment of Arthur Andersen LLP
to serve as independent auditors for the Company for the fiscal year ending
February 28, 1998, and (iv) to transact such other business as may properly come
before the annual meeting.

The Board of Directors believes the proposals delineated above are in the
best interests of the Company and its stockholders. The Board of Directors
recommends that the stockholders vote in favor of the proposals presented in the
enclosed proxy statement.

Whether or not you are personally able to attend the annual meeting, please
complete, sign and date the enclosed proxy card and return it in the enclosed
prepaid envelope as soon as possible. This action will not limit your right to
vote in person if you do wish to attend the meeting and vote personally.

Yours truly,

/s/ Gene W. Schneider

Gene W. Schneider
Chairman of the Board,
President and Chief Executive Officer

<PAGE>
UNITED INTERNATIONAL HOLDINGS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on November 19, 1997

---------------------

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders (the
"Meeting") of United International Holdings, Inc., a Delaware corporation (the
"Company"), will be held at the Hyatt Regency Tech Center, 7800 East Tufts
Avenue, Denver, Colorado on Wednesday, November 19, 1997, at 10:00 a.m. local
time for the following purposes: (i) the election of four Directors of the
Company to serve until the 2000 annual meeting of stockholders and one Director
of the Company to serve until the 1998 annual meeting of stockholders, (ii) the
ratification of the Company's 1993 Stock Option Plan, and approval of an
amendment to increase the number of shares of the Company's Class A Common Stock
reserved for issuance under such Plan by 500,000 from 3,300,000 shares to
3,800,000 shares, and to establish a maximum number of shares subject to options
that may be granted to any one participant in any calendar year, (iii) the
ratification of the appointment of Arthur Andersen LLP to serve as independent
auditors for the Company for the fiscal year ending February 28, 1998, and (iv)
to transact such other business as may properly come before the Meeting.

Holders of record of the Company's Class A Common Stock and Class B Common
Stock at the close of business on October 29, 1997, the record date of the
meeting, will be entitled to notice of and to vote at the Meeting and any
adjournment or postponement thereof.

Shares can only be voted at the Meeting if the holder is present or
represented by proxy. If you do not expect to attend the Meeting, you are urged
to date and sign the enclosed proxy and return it in the accompanying, postage
prepaid envelope promptly, so your shares may be voted in accordance with your
wishes and the presence of a quorum may be assured. The giving of such proxy
does not affect your right to vote in person in the event you attend the
Meeting.

This Proxy Statement and the accompanying form of proxy are first being
mailed to stockholders of the Company on or about November 3, 1997.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Ellen P. Spangler

Ellen P. Spangler
Secretary

Denver, Colorado
October 28, 1997

<PAGE>
UNITED INTERNATIONAL HOLDINGS, INC.
4643 South Ulster Street, Suite 1300
Denver, Colorado 80237
--------------------------

PROXY STATEMENT
--------------------------

This Proxy Statement is being furnished to holders of Class A Common Stock
and Class B Common Stock, each $.01 par value per share (collectively, "Common
Stock"), of United International Holdings, Inc., a Delaware corporation ("UIHI"
or the "Company") in connection with the solicitation of proxies by the Board of
Directors of the Company (the "Board") for use at the Annual Meeting of the
Company's stockholders, or at any adjournment or postponement thereof (the
"Meeting"), for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders.

The Meeting will be held at 10:00 a.m. local time November 19, 1997, at the
Hyatt Regency Tech Center, 7800 East Tufts Avenue, Denver, Colorado. At the
Meeting, the stockholders of the Company will be asked to consider and vote upon
the following proposals: (i) the election of four Directors of the Company to
serve until the 2000 annual meeting of stockholders and one Director of the
Company to serve until the 1998 annual meeting of stockholders (the "Election of
Directors Proposal"), (ii) the ratification of the Company's 1993 Stock Option
Plan, and approval of an amendment to increase the number of shares of the
Company's Class A Common Stock reserved for issuance under such Plan by 500,000
from 3,300,000 shares to 3,800,000 shares, and to establish a maximum number of
shares subject to options that may be granted to any one participant in any
calendar year (the "1993 Stock Option Plan Proposal"), (iii) the ratification of
the appointment of Arthur Andersen LLP to serve as independent auditors for the
Company for the fiscal year ending February 28, 1998 (the "Election of Auditors
Proposal"), and (iv) to transact such other business as may properly come before
the Meeting.

This Proxy Statement and the accompanying form of proxy are first being
mailed to stockholders of the Company on or about November 3, 1997.

VOTING RIGHTS; RECORD DATE

The Board has fixed the close of business on October 29, 1997, as the
record date for the determination of stockholders entitled to receive notice of
and to vote at the Meeting. Accordingly, only holders of record of shares of
Common Stock at the close of business on that date will be entitled to notice of
and to vote at the Meeting. As of October 23, 1997, the Company had outstanding
26,369,963 shares of Class A Common Stock and 12,863,323 shares of Class B
Common Stock.

The Class A Common Stock and Class B Common Stock vote together as a single
class on all matters except where class voting is required by the Delaware
General Corporation Law. Each share of Class A Common Stock has one vote and
each share of Class B Common Stock has ten votes. The affirmative vote of a
majority of the combined voting power of the shares of Common Stock represented
in person or by proxy at the Meeting will be required to ratify or approve a
proposal. Directors are elected by a majority of the combined voting power of
the shares represented in person or by proxy and entitled to vote.

With respect to the election of Directors, stockholders of the Company may
vote in favor of the nominees, may withhold their vote for the nominees, or may
withhold their vote as to specific nominees. With respect to the other proposals
for stockholder action, stockholders of the Company may vote in favor of or
against the proposal.

The presence, in person or by proxy, of the holders of a majority of the
combined voting power of the outstanding shares of Common Stock entitled to vote
at the Meeting is necessary to constitute a quorum.

<PAGE>

PROXIES

All shares of Common Stock represented by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted in
accordance with the instruction indicated in such proxies; however, a properly
executed proxy marked "ABSTAIN, " although counted for purposes of determining
whether there is a quorum at the Meeting, will not be voted and will have the
same effect as a negative vote. If no specific instructions are given with
respect to the matters to be acted upon at the Meeting, shares of Common Stock
represented by a properly executed proxy will be voted FOR the Election of
Directors Proposal, FOR the 1993 Stock Option Plan Proposal, and FOR the
Election of Auditors Proposal. So far as the Company's Board of Directors is
aware, the Election of Directors Proposal, the 1993 Stock Option Plan Proposal
and the Election of Auditors Proposal are the only matters to be acted upon at
the Meeting. As to any other matter which may properly come before the Meeting,
the persons named in the accompanying proxy card will vote thereon in accordance
with their best judgement. Shares represented by "broker non-votes" (i.e.,
shares held by brokers or nominees which are represented at the Meeting but with
respect to which the broker or nominee is not empowered to vote on a particular
proposal) will also be counted for purposes of determining whether there is a
quorum at the Meeting and will be deemed shares not entitled to vote and will
not be included for purposes of determining the aggregate voting power and
number of shares represented and entitled to vote on such matter.

A stockholder may revoke his or her proxy at any time prior to its use by
delivering to the Secretary of the Company a signed notice of revocation or a
later dated signed proxy or by attending the Meeting and voting in person.
Attendance at the Meeting will not in itself constitute the revocation of a
proxy. Any written notice of revocation or subsequent proxy should be sent or
hand delivered so as to be received by United International Holdings, Inc., 4643
South Ulster Street, Suite 1300, Denver, Colorado, 80237, Attention: Secretary,
at or before the vote to be taken at the Meeting.

The cost of solicitation of proxies will be paid by the Company. In
addition to solicitation by mail, officers and regular employees of the Company
may solicit proxies by telephone, telegram, or by personal interviews. Such
persons will receive no additional compensation for such services. Brokerage
houses, nominees, fiduciaries and other custodians will be requested to forward
soliciting material to the beneficial owners of shares held of record by them
and will be reimbursed for their reasonable expenses in connection therewith.

ANNUAL REPORT

A copy of the Annual Report to Stockholders, which includes the
consolidated financial statements of the Company for the fiscal year ended
February 28, 1997, is being mailed with this Proxy Statement to all Stockholders
entitled to vote at the Meeting. The Annual Report to Stockholders does not form
any part of the material for solicitations of proxies.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the ownership
of Common Stock of all classes as of October 23, 1997, by (i) each stockholder
who is known by the Company to own beneficially more than 5% of the outstanding
Class A Common Stock or Class B Common Stock at such date, (ii) each director of
the Company, (iii) each named executive officer of the Company, and (iv) all
directors and executive officers of the Company as a group, as of October 23,
1997. Shares of Class B Common Stock are convertible immediately into shares of
Class A Common Stock on a one-for-one basis, and accordingly, holders of Class B
Common Stock are deemed to own the same number of shares of Class A Common
Stock. The table below also reflects deemed beneficial ownership of Class A
Common Stock or Class B Common Stock resulting from the voting provisions of a
stockholders' agreement between the Company, Apollo Cable Partners, L.P.
("Apollo") and certain stockholders of the Company (the "Founders") (the
"Stockholders' Agreement"). See "Certain Transactions-The Apollo Transaction."

2
<PAGE>
<TABLE>
<CAPTION>

Beneficial Ownership Other Beneficial Ownership, including Deemed
Than Deemed Beneficial Beneficial Ownership as a
Ownership as a Result of the Result of the
Stockholders' Agreement Stockholders' Agreement
------------------------------ ----------------------------------------------------------
Percentage
Class A Common Stock of all
and Class A Class B Outstanding
Beneficial Owner Class B Common Stock Common Stock Common Stock Common Stock
---------------- ------------------------------ -------------------- ------------------- -------------
Percent of
Number Percent Total Vote Number Percent Number Percent Number Vote
--------- ------- ---------- ---------- ------- ---------- ------- ------ ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Gene W. Schneider(1)(2)............... 2,802,616 7.2% 16.9% 13,131,206 34.1% 12,173,030 94.6% 33.5% 79.2%
Joseph E. Giovanini(1)(3)............. 1,822,140 4.7% 11.5% 13,131,206 34.1% 12,173,030 94.6% 33.5% 79.2%
Curtis Rochelle(1)(4)................. 1,174,654 3.0% 7.2% 13,131,206 34.1% 12,173,030 94.6% 33.5% 79.2%
William J. Elsner(1)(5)............... 977,839 2.5% 5.2% 13,131,206 34.1% 12,173,030 94.6% 33.5% 79.2%
Mark L. Schneider(1)(6)............... 473,868 1.2% 2.0% 13,131,206 34.1% 12,173,030 94.6% 33.5% 79.2%
Lawrence F. DeGeorge(1)(7)............ 395,819 1.0% 2.2% 13,131,206 34.1% 12,173,030 94.6% 33.5% 79.2%
Lawrence J. DeGeorge(1)(8)............ 394,152 1.0% 2.2% 13,131,206 34.1% 12,173,030 94.6% 33.5% 79.2%
Albert M. Carollo(1)(9)............... 151,210 * * 13,131,206 34.1% 12,173,030 94.6% 33.5% 79.2%
Antony P. Ressler(10)................. 40,000 * * 40,000 * -- -- * *
Bruce Spector(11)..................... 40,000 * * 40,000 * -- -- * *
Michael T. Fries (12)................. 208,656 * * 208,656 * 61,956 * * *
Nimrod J. Kovacs(13).................. 176,200 * * 176,200 * 36,402 * * *
David J. Leonard(14).................. 105,167 * * 105,167 * -- -- * *
All directors and executive
officers as a group (15 persons)...... 8,834,039 22.5% 49.0% 13,772,948 35.8% 12,282,838 95.5% 35.1% 80.2%

Apollo Cable Partners L.P.(15)........ 4,261,364 10.9% 27.5% 13,131,206 34.1% 12,173,030 94.6% 33.5% 79.2%
Janet Schneider(16)................... 322,621 * 1.4% 13,131,206 34.1% 12,173,030 94.6% 33.5% 79.2%
MacKay Shields Financial Corp.(17).... 3,798,934 9.7% 2.5% 3,798,934 9.9% -- -- 9.7% 2.5%
Philips Media Networks B.V.(18)....... 3,169,151 8.1% 2.0% 3,169,151 8.2% -- -- 8.1% 2.0%
Capital Research and Management(19)... 2,475,000 6.3% 1.6% 2,475,000 6.4% -- -- 6.3% 1.6%
</TABLE>
* Less than 1%.

(1) The address of Messrs. G. Schneider, Giovanini, Rochelle, Elsner, M.
Schneider, Lawrence F. and Lawrence J. DeGeorge and Carollo is c/o United
International Holdings, Inc., 4643 South Ulster Street, Suite 1300, Denver,
Colorado 80237.
(2) Includes 194,167 shares of Class A Common Stock that are subject to
presently exercisable options. Also includes 1,531,756 shares of Class B
Common Stock owned by G. Schneider Holdings Co. (c/o United International
Holdings, Inc., 4643 South Ulster Street, Suite 1300, Denver, CO 80237).
The fourth through ninth columns also include 9,569,666 shares of Class B
Common Stock and 758,924 shares of Class A Common Stock owned by other
parties to the Stockholders' Agreement, as to which Mr. Schneider disclaims
beneficial ownership.
(3) Includes 40,000 shares of Class A Common Stock that are subject to
presently exercisable options and 398,568 shares of Class B Common Stock
owned by Giovanini Partners (3745 West Esther Way, Box 607, Teton Village,
WY 83025) and 1,383,572 shares of Class B Common Stock owned by Giovanini
Investments. The fourth through ninth columns also include 10,390,890
shares of Class B Common Stock and 918,176 shares of Class A Common Stock
owned by other parties to the Stockholders' Agreement, as to which Mr.
Giovanini disclaims beneficial ownership.
(4) Includes 40,000 shares of Class A Common Stock that are subject to
presently exercisable options. Also includes 111,184 shares of Class B
Common Stock owned by Marian Rochelle (Box 996, Rawlins, WY 82301) and
998,470 shares of Class B Common Stock and 25,000 shares of Class A Common
Stock owned by the Curtis Rochelle Trust. The fourth through ninth columns
also include 38,456 shares of Class B Common Stock owned by Kathleen Jaure
(Box 321, Rawlins, WY 82301), 38,456 shares of Class B Common Stock owned
by Jim Rochelle (Box 967, Gillette, WY 82717), 10,986,464 shares of Class B
Common Stock and 893,176 shares of Class A Common Stock owned by other
parties to the Stockholders' Agreement, as to which Mr. Rochelle disclaims
beneficial ownership.
(5) Includes 190,000 shares of Class A Common Stock that are subject to
presently exercisable options. The fourth through ninth columns also
include 11,390,276 shares of Class B Common Stock and 763,091 shares of
Class A Common Stock owned by other parties to the Stockholders' Agreement,
as to which Mr. Elsner disclaims beneficial ownership.
(6) Includes 183,500 shares of Class A Common Stock that are subject to
presently exercisable options. The fourth through ninth columns also
include 11,882,662 shares of Class B Common Stock and 774,676 shares of
Class A Common Stock owned by other parties to the Stockholders' Agreement,
as to which Mr. Schneider disclaims beneficial ownership.

3
<PAGE>

(7) Includes 1,667 shares of Class A Common Stock that are subject to presently
exercisable options. The fourth through ninth columns also include
11,838,878 shares of Class B Common Stock and 896,509 shares of Class A
Common Stock owned by other parties to the Stockholders' Agreement, as to
which Mr. DeGeorge disclaims beneficial ownership.
(8) Includes 40,000 shares of Class A Common Stock that are subject to
presently exercisable options. The fourth through ninth columns also
include 11,838,878 shares of Class B Common Stock and 898,176 shares of
Class A Common Stock owned by other parties to the Stockholders' Agreement,
as to which Mr. DeGeorge disclaims beneficial ownership.
(9) Includes 40,000 shares of Class A Common Stock that are subject to
presently exercisable options and 111,210 shares of Class B Common Stock
owned by the Carollo Company. The fourth through ninth columns also include
111,206 shares of Class B Common Stock owned by Albert & Carolyn Company,
111,206 shares of Class B Common Stock owned by the James R. Carollo Living
Trust, 55,600 shares of Class B Common Stock owned by John B. Carollo
Living Trust, and 11,783,808 shares of Class B Common Stock and 918,176
shares of Class A Common Stock owned by other parties to the Stockholders'
Agreement, as to which Mr. Carollo disclaims beneficial ownership. The
address of Albert & Carolyn Company, the James R. Carollo Living Trust and
the John B. Carollo Living Trust is c/o Sweetwater Television Co., P.O. Box
8, 602 Broadway, Rock Springs, WY 82901.
(10) Includes 40,000 shares of Class A Common Stock that are subject to
presently exercisable options.
(11) Includes 40,000 shares of Class A Common Stock that are subject to
presently exercisable options.
(12) Includes 142,500 shares of Class A Common Stock that are subject to
presently exercisable options.
(13) Includes 116,042 shares of Class A Common Stock that are subject to
presently exercisable options.
(14) Includes 104,167 shares of Class A Common Stock that are subject to
presently exercisable options.
(15) Represents 4,261,364 shares of Class B Common Stock owned by Apollo Cable
Partners L.P. ("Apollo"). The fourth through ninth columns also include
7,911,666 shares of Class B Common Stock and 958,176 shares of Class A
Common Stock owned by other parties to the Stockholders' Agreement, as to
which Apollo disclaims beneficial ownership. The address of Apollo is c/o
Apollo Advisors, L.P., Two Manhattanville Road, Purchase, New York 10577.
Apollo Advisors, L.P. is the managing general partner of AIF II, L.P., the
general partner of Apollo. Antony Ressler and Bruce Spector, directors of
the Company, are also officers of Apollo Advisors, L.P. Each of Messrs.
Ressler and Spector expressly disclaims beneficial ownership of the shares
held by Apollo.
(16) Includes 113,673 shares of Class A Common Stock and 16,174 shares of Class
B Common Stock owned by family members and 192,774 shares of Class B Common
Stock owned by The Janet Schneider Revocable Trust. The address for the
family members and The Janet Schneider Revocable Trust is 3500 Alpine
Drive, Casper, WY 82601. The fourth through ninth columns also include
11,964,082 shares of Class B Common Stock and 844,503 shares of Class A
Common Stock owned by other parties to the Stockholders' Agreement, as to
which Ms. Schneider disclaims beneficial ownership.
(17) Represents 2,559,525 shares of Common Stock and 1,239,409 shares of Class A
Common Stock which may be acquired upon conversion of the Company's
Convertible Preferred Stock, Series A. The address of MacKay Shields
Financial Corp. is 9 West 57th Street, New York, NY 10019.
(18) The address of Philips Media Networks B.V. is P.O. Box 218, 5600 Md
Eindhoven, The Netherlands.
(19) The address of Capital Research and Management is 333 South Hope Street,
Los Angeles, California 90071.

<PAGE>

PROPOSAL 1 - ELECTION OF DIRECTORS

GENERAL

The number of members of the Company's Board of Directors is currently
fixed at ten. The Company's Restated Certificate of Incorporation provides for a
classified Board of Directors which may have the effect of deterring hostile
takeovers or delaying changes in control or management of the Company. For
purposes of determining their terms, directors are divided into three classes.
The Class I directors, whose terms expire at the Meeting, include Messrs.
Carollo, Lawrence J. DeGeorge, Ressler and Mark L. Schneider. The Class II
directors, whose terms expire at the 1998 annual stockholders' meeting, include
Messrs. Elsner and Spector. Mr. Lawrence F. DeGeorge was appointed by the Board
as a Class II director effective June 6, 1997, to serve until the 1997 annual
stockholders' meeting. The Class III directors, whose terms expire at the 1999
annual stockholders' meeting, include Messrs. Giovanini, Rochelle and Gene W.
Schneider. Each director elected at each such meeting will serve for a term
ending on the date of the third annual stockholders ' meeting after his election
or until his earlier death, resignation or removal.

Proxies are solicited in favor of the nominees for Class I directors named
below with the term of office of each to continue until the 2000 annual
stockholders' meeting. Proxies are also solicited in favor of Lawrence F.
DeGeorge to be elected as a Class II director to serve until the 1998 annual
stockholders' meeting. It is intended that the proxies will be voted for the
five nominees unless otherwise specified. In the event that any of the nominees
should be unable to serve as directors, an event that the Company does not
presently anticipate, it is intended that the proxies will be voted for the
election of such other person, if any, as shall be designated by the Board of
Directors.

NOMINEES FOR ELECTION AS DIRECTORS

ALBERT M. CAROLLO, 84, has been a director of the Company since April 1993
and was a director of United International Holdings, a Colorado general
partnership (the "Partnership") from December 1990 until its dissolution in
December 1993. He served as a director of United Artists Entertainment Company
("United Artists") from December 1988 to November 1991 and has been President of
Sweetwater Television Company since 1955. Mr. Carollo was a director of United
Cable Television Corporation ("United Cable") from 1974 until 1989.

LAWRENCE J. DEGEORGE, 81, has been a director of the Company since April
1993 and was a director of the Partnership from September 1989 until its
dissolution in December 1993. He was also Chairman of the Board and Chief
Executive Officer of Amphenol Corporation ("Amphenol"), a major international
manufacturer of electrical, electronic and fiber-optic connectors, cable and
cable assemblies, from May 1987 until its sale in May 1997. From 1985 until the
sale of Amphenol, Mr. DeGeorge had been the Chief Executive Officer of
Amphenol's subsidiary, Times Fiber Television Communications, Inc. ("Times
Fiber"), a major U.S. manufacturer of coaxial cable for the cable television
industry.

ANTONY P. RESSLER, 37, has been a director of the Company since October
1993. Since its inception in 1990, Mr. Ressler has been a partner of Apollo
Advisors, L.P. ("Apollo Advisors") and Lion Advisors, L.P., which through
several funds represent institutional investors with respect to corporate
acquisitions and securities investments. From 1988 to 1990, he was a Senior Vice
President in the High Yield Bond Department of Drexel Burnham Lambert
Incorporated, a firm he joined in 1985. Mr. Ressler is also a director of Allied
Waste, Vail Resorts, Inc., Dominck's Supermarkets, Inc., Family Restaurants,
Inc., and Packaging Resources, Inc.

<PAGE>

MARK L. SCHNEIDER, 42, has been a director of the Company since April 1993.
Mr. Schneider has been Executive Vice President of the Company and President and
Chief Executive Officer, UIH Europe/Middle East Communications, Inc. since
December 1996. On April 11, 1997 Mr. Schneider also became President and Chief
Executive Officer of United and Philips Communications B.V.. From May 1996 to
December 1996, Mr. Schneider was Chief of Strategic Planning and Operational
Oversight of the Company. He served as President of the Company from July 1992
until March 1995 and was Senior Vice President of the Company from May 1989
until July 1992. During these periods Mr. Schneider was responsible for
international multi-channel television system and programming activities. Prior
to joining the Company, he served as Vice President of Corporate Development at
United Cable from March 1987 until May 1989. In that position, he was
responsible for United Cable's acquisition and development of international
cable television systems and other businesses.

LAWRENCE F. DEGEORGE, 52, was nominated as a director in June 1997 to
replace Edward G. Jepsen. Prior to that, since 1991 he has directed venture
capital investment in telecommunications and biotechnology as Chief Executive
Officer of LPL Group, Inc., LPL Investment Group, Inc., LPL Management Group,
Inc. and DeGeorge Holding Ltd.. He served as President of Amphenol from May 1989
to January 1991 and Executive Vice President and Chief Financial Officer from
September 1986 to May 1989. He was also Director of Amphenol from June 1987
until January 1991.

The Board of Directors recommends a vote FOR each nominee.

DIRECTORS WHOSE TERMS EXPIRE IN 1998

WILLIAM J. ELSNER, 46, has served as a director of the Company since 1989
and the Company's Chief Executive Officer from July 1992 through October 1995.
From May 1989 to July 1992, Mr. Elsner served as President of the Company. He
was a director of the Partnership from September 1989 until its dissolution in
December 1993. Mr. Elsner has 17 years of experience in the cable television
industry. Prior to joining the Company, Mr. Elsner served as Senior Vice
President and Chief Financial Officer of United Cable from April 1985 until May
1989. From June 1979 to April 1985, Mr. Elsner served in various capacities with
United Cable. Mr. Elsner was also a director of United Artists from 1989 until
1991, and currently serves as a director of Black Rock Golf Corporation.

BRUCE H. SPECTOR, 55, has been a director of the Company since October
1993. From October 1992 through 1994, Mr. Spector served as a consultant to
Apollo Advisors, which through several funds represents institutional investors
with respect to corporate acquisitions and securities investments. In 1995 Mr.
Spector became a partner of Apollo Advisors. Prior to joining Apollo Advisors,
Mr. Spector was a senior member of the Los Angeles law firm of Stutman, Treister
& Glatt Professional Corporation for nearly 25 years. Mr. Spector is also a
director of Vail Resorts, Inc., Telemundo Group, Inc., Metropolis Realty Trust,
Inc. and Next Health, Inc.

DIRECTORS WHOSE TERMS EXPIRE IN 1999

JOSEPH E. GIOVANINI, 65, has been a director of the Company since April
1993 and was a director of the Partnership from September 1989 until its
dissolution in December 1993. Mr. Giovanini is General Partner of Giovanini
Investments, Ltd., Jackson, Wyoming and manages personal investments. He was a
director of United Artists from December 1988 to November 1991 and a director of
United Cable from 1974 to 1989.

CURTIS W. ROCHELLE, 82, has been a director of the Company since April 1993
and was a director of the Partnership from September 1989 until its dissolution
in December 1993. He is a rancher in Rawlins, Wyoming, and the owner of Rochelle
Livestock. Mr. Rochelle also is a director and Vice President of Lander Energy
Company, a real estate developer in Fort Collins, Colorado, and was a director
of United Artists from December 1988 to November 1991. Mr. Rochelle also was a
director of United Cable from 1974 to 1989.

<PAGE>

GENE W. SCHNEIDER, 71, has served as Chairman of the Board of Directors of
the Company since its inception in May 1989 and was a director of the
Partnership from September 1989 until its dissolution in December 1993. On
October 1, 1995, Mr. Schneider became the Company's President and Chief
Executive Officer. Mr. Schneider was, from May 1989 until November 1991,
Chairman of United Artists, the third-largest cable television company, and the
largest theater owner, in the world. He was a founder of United Cable in the
early 1950s and, as its Chairman and Chief Executive Officer, built United Cable
into the eighth-largest multiple system operator prior to merging with United
Artists. He has been active in cable television affairs and has served on
numerous National Cable Television Association ("NCTA") committees and special
projects since NCTA's inception in the early 1950s. He also has served on the
boards of directors of several other companies, including Turner Broadcasting
Corporation. He currently serves on the Supervisory Board of United and Philips
Communications B.V.

Gene W. Schneider and Mark L. Schneider are father and son, and Lawrence J.
DeGeorge and Lawrence F. DeGeorge are father and son. No other family
relationships exist between any other executive officers or directors of the
Company.

COMMITTEES AND MEETINGS

AUDIT COMMITTEE. The Audit Committee consists of all ten directors. The
Audit Committee is charged with reviewing and monitoring the Company's financial
reports and accounting practices to ascertain that they are within acceptable
limits of sound practice, to receive and review audit reports submitted by the
Company's independent auditors and to make such recommendations to the Board as
may seem appropriate to the Audit Committee to assure that the interests of the
Company are adequately protected and to review all related party transactions
and potential conflict-of-interest situations. The Audit Committee of the
Company held no meetings during Fiscal 1997.

COMPENSATION COMMITTEE. The Compensation Committee (the "Committee")
currently consists of all outside directors. The Committee met once during
Fiscal 1997. The Committee administers the Company's stock option plans, and in
this capacity approves all option grants to Company officers and executives
under the Company's 1993 Stock Option Plan. It also makes recommendations to the
Board of Directors with respect to the compensation of the Chairman of the Board
and Chief Executive Officer and approves the compensation paid to other senior
executives. The Committee's report for Fiscal 1997 is included in this proxy
statement.

During Fiscal 1997, the Board of Directors met seven times, either in
person or via telephonic conference.

PROPOSAL 2 - RATIFICATION AND AMENDMENT OF THE 1993 STOCK OPTION PLAN

On June 1, 1993, the Board of Directors adopted the United International
Holdings, Inc. 1993 Stock Option Plan (the "Employee Plan"). The Employee Plan
was approved by the Company's stockholders and became effective on June 1, 1993.
The Employee Plan provides for the grant of options to purchase shares of Common
Stock to the Company's employees and consultants who are selected for
participation in the Employee Plan.

The Board of Directors has adopted an amendment (the "Amendment") to the
Employee Plan to increase the number of shares of Class A Common Stock reserved
for issuance under such Plan by 500,000 from 3,300,000 shares to 3,800,000
shares and to establish a limit on the maximum number of shares subject to
options that may be granted to any one participant under the Plan during any
calendar year of 500,000 shares. Adoption of the Amendment requires the approval
of holders of a majority of combined voting power of the outstanding shares of
Common Stock entitled to vote at the Meeting.

As of the date of this proxy statement, options have been granted under the
Employee Plan to purchase a total of 3,171,500 shares, of which 307,816 have
been cancelled, leaving only 436,316 shares of Common Stock available for option
grant under the Employee Plan. The Board believes that it is in the best
interests of the Company to increase the number of shares available for option
grants under the Employee Plan to allow the Company to grant options to attract
and retain new employees that have not received grants of options under the
Employee Plan and to further compensate, where appropriate, employees that have
been previously awarded options under the Employee Plan.

7
<PAGE>

Although the Employee Plan was initially approved by the Company's
stockholders, the regulations promulgated under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"), require that the entire plan be
resubmitted to the Company's stockholders for approval so that options granted
under the Employee Plan, and the compensation deduction associated therewith,
will be eligible for the exemption from the limitation with respect to federal
income tax deductions for compensation in excess of $1,000,000 paid to the Chief
Executive Officer of the Company or one of the other four highest paid executive
officers who are employed by the Company on the last day of the taxable year.
One of the requirements contained in the regulations under Section 162(m) of the
Code is that a stock option plan establish a maximum number of shares that may
be subject to options granted to any single employee during a specified period
of time. Therefore, the Board of Directors has submitted the Employee Plan, as
amended by the Amendment, for ratification by the stockholders.

The Board of Directors recommends that the stockholders of the Company
approve the Employee Plan, as amended by the Amendment. The principal features
of the Employee Plan are summarized below.

ADMINISTRATION OF THE EMPLOYEE PLAN. The Committee administers and
interprets the Employee Plan. The Committee must be structured at all times so
that it satisfies the "disinterested administration" requirement of Rule 16b-3
under the Securities Act of 1934, as amended (the "Exchange Act") and the
"outside director" requirement for exemption pursuant to Section 162(m) of the
Code.

NUMBER OF SHARES: AMENDMENT TO INCREASE NUMBER OF SHARES. The Company
initially reserved 950,000 shares of Class A Common Stock to be issued under the
Employee Plan. The number of shares is subject to adjustment on account of stock
splits, stock dividends, recapitalizations and other dilutive changes in the
Class A Common Stock. As a result of the two-for-one stock split effected on
March 18, 1994, the number of shares was increased from 950,000 to 1,900,000.
The Board of Directors and the stockholders of the Company have previously
approved amendments to the Employee plan to increase the number of shares to
3,300,000. The Amendment will increase the number of shares by 500,000, which
will result in 3,800,000 shares being reserved under the Employee Plan.

OPTIONS GRANTED UNDER THE EMPLOYEE PLAN. The Employee Plan provides for the
grant of incentive stock options ("Incentive Options") within the meaning of
Section 422 of the Code and options ("Non-Qualified Options") that are not
Incentive Options. Incentive Options may be granted only to employees of the
Company. Incentive Options and Non-Qualified Options are referred to
collectively as "Employee Options". Employee Options granted under the Employee
plan are nontransferable except by will or pursuant to the laws of descent and
distribution.

The Committee has the sole discretion to determine the employees and
consultants to whom Employee Options may be granted and the manner in which the
Employee Options will vest. However, an Incentive Option can vest each year with
respect to no more than $100,000 in value of Common Stock, based upon the fair
market value of the Common Stock on the date of grant of the Incentive Option.
Pursuant to the Amendment, options covering no more than 500,000 shares of
Common Stock may be granted to a single participant during any calendar year.

TERM OF EMPLOYEE OPTIONS. The Committee determines the Employee Option
term, which can be no longer than 10 years (5 years in the case of an Incentive
Option granted to an employee who owns Common Stock having more than 10% of
voting power). Unless the Committee specifies otherwise, the following
provisions apply with respect to the exerciseability of an option following the
termination of the option holders employment or consulting relationship. An
Employee Option will terminate prior to the end of its stated term upon
termination of employment or death. If an option holder's employment or
consulting relationship terminates within six months after the Employee Option's
grant date for any reason other than death or disability or if the employment of
the option holder by the Company is terminated for cause, the Employee Option is
void for all purposes. If the option holder's employment or consulting
relationship terminates because the option holder becomes disabled, the Employee
Option will terminate one year after termination of employment. If the option
holder's employment or consulting relationship terminates other than for cause,
disability or death, and such termination occurs more than six months after the
date of grant, the Employee Option will expire three months after the date of
termination. If the option holder dies while employed, while a consultant, or
within the three month period described in the preceding sentence, the Employee
Option will terminate one year after the date of death. In all cases, the
Employee Option may be exercised only to the extent it was vested at the date
the employment or consulting relationship is terminated and only if it had not
expired according to its terms.

8
<PAGE>

EXERCISE. The Committee determines the exercise price for each Employee
Option; however, Incentive Options must have an exercise price that is at least
equal to fair market value of the Common Stock on the date the Incentive Option
is granted (at least equal to 110% of fair market value in the case of an
Incentive Option granted to an employee who owns Common Stock having more than
10% of the voting power).

An option holder may exercise an Employee Option by written notice and
payment of the exercise price (i) in cash or certified funds, (ii) by the
surrender of a number of shares of Common Stock already owned by the option
holder for at least six months (or other period specified by the Committee) and
with a fair market value equal to the exercise price, or (iii) through a
broker's transaction by directing the Company to issue the certificate for the
Common Stock to a broker who will sell all or a portion of the Common Stock to
pay the exercise price or make a loan to the option holder to permit the option
holder to pay the exercise price. Option holders who are subject to withholding
of federal and state income tax as a result of exercising an Employee Option may
satisfy the income tax withholding obligation through the withholding of a
portion of the Common Stock to be received upon exercise of the Employee Option.

MERGER AND REORGANIZATION. Upon the occurrence of (i) the merger or
consolidation of the Company (other than a merger or consolidation in which the
Company is the continuing company and that does not result in any changes in the
outstanding shares of Common Stock), (ii) the sale of all or substantially all
of the assets of the Company (other than a sale in which the Company continues
as a holding company of an entity that conducts the business formerly conducted
by the Company), or (iii) the dissolution or liquidation of the Company, all
outstanding Employee Options will terminate automatically when the event occurs
if the Company gives the option holders 30 days' prior written notice of the
event. Notice is not required for a merger or consolidation or for a sale if the
Company, the successor, or the purchaser makes adequate provision for the
assumption of the outstanding Employee Options or the substitution of new
options on terms comparable to the outstanding Employee Options. When the notice
is given, all outstanding Employee Options fully vest and can be exercised prior
to the event.

CHANGE IN CONTROL. Upon a "change in control" of the Company, all
outstanding Employee Options vest fully. A "change in control' occurs if (i) 30%
or more of the Company's voting stock is acquired by persons or entities without
the approval of a majority of the Board unrelated to the acquirer or (ii)
individuals who were members of the Board at the beginning of a 24-month period
cease to make up at least two-thirds of the Board at any time during that
period, unless the election of new members was approved by a majority of the
Board in office immediately prior to the 24-month period and of new members who
were so approved.

AMENDMENT AND TERMINATION. The Board may amend the Employee Plan in any
respect at any time, but no amendment can impair any Employee Option previously
granted or deprive an option holder of any Common Stock acquired without the
option holder's consent. The Employee Plan will terminate on June 1, 2003 unless
sooner terminated by the Board.

FEDERAL INCOME TAX CONSEQUENCES. When a Non-Qualified Option is granted,
there are no income tax consequences for the option holder or the Company. When
a Non-Qualified Option is exercised, in general, the option holder recognizes
compensation equal to the excess of the fair market value of the Common Stock on
the date of exercise over the exercise price. The compensation recognized by an
employee is subject to income tax withholding. The Company is entitled to a
deduction equal to the compensation recognized by the option holder for the
Company's taxable year that ends with or within the taxable year in which the
option holder recognized the compensation.

When an Incentive Option is granted, there are no income tax consequences
for the option holder or the Company. When an Incentive Option is exercised, the
option holder does not recognize income and the Company does not receive a
deduction. However, the option holder must treat the excess of the fair market
value of the Common Stock on the date of exercise over the exercise price as an
item of adjustment for purposes of the alternative minimum tax. If the option
holder makes a "disqualifying disposition" of the Common Stock (described below)
in the same taxable year that the Incentive Option was exercised, there are no
alternative minimum tax consequences.

If the option holder disposes of the Common Stock after the option holder
has held the Common Stock for at least two years after the Incentive Option was
granted and 18 months after the Incentive Option was exercised, the amount the
option holder receives upon the disposition over the exercise is treated as
long-term capital gain for the option holder. The Company is not entitled to a
deduction. If the option holder makes a "disqualifying disposition" of the
Common Stock by disposing of the Common Stock before it has been held for at
least two years after the Incentive Option was granted and one year after the

9
<PAGE>

date the Incentive Option was exercised, the option holder recognizes
compensation income equal to the excess of (i) the fair market value of the
Common Stock on the date the Incentive Option was exercised or, if less, the
amount received on the disposition over (ii) the exercise price. At present, the
Company is not required to withhold. The Company is entitled to a deduction
equal to the compensation recognized by the option holder for the Company's
taxable year that ends with or within the taxable year in which the option
holder recognized the compensation.

Under Section 162(m) of the Code, the Company may be limited as to federal
income tax deductions to the extent that total annual compensation in excess of
$1,000,000 is paid to the Chief Executive Officer of the Company or any one of
the other four highest paid executive officers who were employed by the Company
on the last day of the taxable year. However, certain "performance-based
compensation", the material terms of which are disclosed to and approved by the
Company's stockholders, is not subject to this limitation on deductibility. The
Company has structured the Employee Plan, as amended by the Amendment, with the
intention that compensation resulting therefrom would be qualified
performance-based compensation and would be deductible without regard to the
limitations otherwise imposed by Section 162(m) of the Code.

The Board of Directors recommends a vote FOR this proposal to ratify the
Employee Plan, as amended by the Amendment.

PROPOSAL 3 - APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has appointed the firm of Arthur Andersen LLP as
independent auditors to audit the books, records and accounts of the Company and
its subsidiaries for the fiscal year ending February 28, 1998.

Representatives from Arthur Andersen LLP are expected to be present at the
Meeting and shall have the opportunity to make a statement, if they desire to do
so, and will be available to respond to appropriate questions.

The Board of Directors recommends a vote FOR this proposal to ratify the
appointment of Arthur Andersen LLP as the Company's independent auditors.

MANAGEMENT

The executive officers of the Company and their ages and positions with the
Company are set forth below:

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Gene W. Schneider................ 71 Chairman of the Board of Directors, President and Chief
Executive Officer
J. Timothy Bryan................. 36 Chief Financial Officer, Treasurer and Assistant Secretary
Mark L. Schneider................ 42 Executive Vice President,
President and Chief Executive Officer, UIH Europe/Middle East
Communications, Inc.
Michael T. Fries................. 34 Senior Vice President
President and Chief Executive Officer, UIH Asia/Pacific
Communications, Inc.
Nimrod J. Kovacs................. 48 Senior Vice President
President, UIH Programming. Inc.
David J. Leonard................. 44 Senior Vice President
President and Chief Executive Officer, UIH Latin America, Inc.

</TABLE>

10
<PAGE>

EXECUTIVE COMPENSATION

The following table sets forth the aggregate annual compensation for the
Company's Chief Executive Officer and five other most highly compensated
executive officers for services rendered during the fiscal years ended February
28, 1997, February 29, 1996 and February 28, 1995 ("Fiscal 1997," "Fiscal 1996"
and "Fiscal 1995," respectively).
<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE

Annual Long-Term
Compensation Compensation
------------------------ ------------
Securities
Name and Underlying All Other
Principal Position Year Salary($) Bonus($) Options(#) Compensation($)(1)
- ------------------------------------------ ---- --------- ---------- ---------- ------------------
<S> <C> <C> <C> <C> <C>
Gene W. Schneider 1997 $352,212 $ -- 100,000 $4,833
Chairman of the Board, President and 1996 332,539 -- 40,000 4,691
Chief Executive Officer 1995 301,154 -- -- 4,620

Mark L. Schneider 1997 300,000 -- 60,000 --
Executive Vice President 1996 301,414 -- 36,000 1,294
President and Chief Executive Officer, UIH 1995 272,000 -- -- 4,610
Europe/Middle East Communications, Inc.

Nimrod J. Kovacs 1997 239,442 1,698,747(2) 55,000 4,771
Senior Vice President 1996 236,808 -- 10,000 4,680
President, UIH Programming, Inc. 1995 216,208 50,287 -- 4,308

Michael T. Fries 1997 233,962 -- 10,000 4,837
Senior Vice President 1996 221,692 -- 35,000 4,778
President and Chief Executive Officer, 1995 180,692 -- -- 4,617
UIH Asia/Pacific Communications, Inc.

Bernard G. Dvorak 1997 223,683 -- -- 4,066
Chief Financial Officer(3) 1996 201,539 -- 35,000 4,797
1995 160,615 -- -- 4,616

David J. Leonard 1997 219,038 -- 40,000 4,457
Senior Vice President 1996 201,539 -- 25,000 4,419
President and Chief Executive Officer, 1995 151,039 -- -- 4,475
UIH Latin America, Inc.
</TABLE>

- ----------
(1) Consists of matching employer contributions made by the Company under the
Company's 401(k) Plan.
(2) Mr. Kovacs received a bonus of $1,698,747 from Kabelkom, a Hungarian
company, in which the Company owns an approximate 23.5% proportionate
interest at February 28, 1997. Mr. Kovacs currently serves as a director of
Kabelkom.
(3) Effective December 31, 1996, Bernard G. Dvorak resigned as Chief Financial
Officer of the Company. On January 1, 1997, J. Timothy Bryan became the
Company's Chief Financial Officer.

The following table sets forth information concerning options which were
granted by the Company to the officers named in the Summary Compensation Table
above during Fiscal 1997.

11
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR(1)

Potential Realizable Value
at Assumed
Individual Annual Rates of Stock Price
Grants Appreciation for Option term
--------------------------------------------------- ------------------------------
Number of Percentage of
Securities Total Options
Underlying Granted to Exercise
Options Employees in Price Expiration
Granted(#) Fiscal Year ($/SH) Date 5%($) 10%($)
---------- ------------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Gene W. Schneider....... 100,000 15.3% $12.75 12/20/06 $801,841 $2,032,022
Mark L. Schneider....... 60,000 9.2% $12.75 12/20/96 $481,104 $1,219,213
Nimrod J. Kovacs........ 25,000 3.8% $13.75 6/28/06 $216,183 $ 547,849
30,000 4.6% $12.75 12/20/06 $240,552 $ 609,606
Michael T. Fries........ 10,000 1.5% $12.75 12/20/06 $ 80,184 $ 203,202
Bernard G. Dvorak (2)... -- -- -- -- -- --
David J. Leonard........ 30,000 4.6% $15.75 3/22/06 $297,153 $ 753,043
10,000 1.5% $12.75 12/20/06 $ 80,184 $ 203,202
</TABLE>

(1) The stock options granted during Fiscal 1997 become exercisable with
respect to 25% of the shares covered thereby after the first anniversary of
the effective date of the grant and with respect to the remaining 75% in
equal monthly increments over the three-year period thereafter. Vesting of
the options granted accelerate upon a change of control of the Company as
defined in the Employee Plan.
(2) Effective December 31, 1996, Bernard G. Dvorak resigned as Chief Financial
Officer of the Company. On January 1, 1997, J. Timothy Bryan became the
Company's Chief Financial Officer.

The following table sets forth information concerning unexercised options
held by officers named in the Summary Compensation Table above as of the end of
Fiscal 1997.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at FY-End (#) Options at FY-End ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------------------- -------------------------
<S> <C> <C>
Gene W. Schneider......................................... 151,042/138,958 $100,781/11,719
Mark L. Schneider(1)...................................... 165,000/81,000 $112,500/0
Nimrod J. Kovacs.......................................... 85,000/80,000 $45,709/9,941
Michael T. Fries.......................................... 122,083/42,917 $170,208/19,792
Bernard G. Dvorak(2)...................................... 135,000/0 $75,000/0
David J. Leonard.......................................... 72,709/72,291 $40,028/20,402
</TABLE>

(1) As a result of Mr. Schneider's June 1, 1995 Consulting Agreement, all
existing unvested stock options vested as of the date of the agreement.
(2) As of December 31, 1996, upon resignation as the Company's Chief Financial
Officer, Mr. Dvorak's unexercisable options vested.

CONSULTING AGREEMENTS

MARK L. SCHNEIDER

On June 1, 1995, the Company entered into a Consulting Agreement (the
"Agreement") with Mark L. Schneider, who until that time had served as the
Company's President. Mr. Schneider's Agreement, which is for a term ending on
May 31, 2000, contains the following primary terms. Although the Agreement
provides that Mr. Schneider will be available for up to 90 days each calendar
year to serve as a consultant, Mr. Schneider and the Company have agreed that
Mr. Schneider will work full time for the Company. Mr. Schneider will receive an
annual fee of $300,000, together with insurance and other perquisites that were
available to him in his capacity as President of the Company or that are
otherwise made available to top executives of the Company.

In addition, the Company will pay or reimburse Mr. Schneider for reasonable
office expenses, including secretarial help, during the consulting period. All
of Mr. Schneider's unvested stock options vested as of the date of the
Agreement. He will be entitled to receive additional stock options during the

12
<PAGE>

consulting period, in an amount to be determined by the Board of Directors on
the recommendation of the Chairman of the Company, but shall be entitled to
receive at least options to purchase a number of shares of the Company equal to
90 percent of the average number of shares provided in options granted to the
Chairman, Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer and Executive Vice President. In June 1995, Mr. Schneider received
36,000 stock options at an exercise price of $15.75, and in December 1996 Mr.
Schneider received 60,000 stock options at an exercise price of $12.75.

The Agreement is terminable by the Company or by Mr. Schneider. If the
Agreement is terminated by the Company, Mr. Schneider will be entitled to the
benefits provided in the Agreement. If it is terminated by Mr. Schneider,
benefits will terminate as of the date of termination.

Mr. Schneider has agreed that he will not enter into certain businesses
that would be competitive with the Company. This Agreement provides for
indemnification of Mr. Schneider by the Company to the full extent permitted by
its Certificate of Incorporation or bylaws, any standard indemnity agreement
between the Company and its officers and directors or by applicable law. Mr.
Schneider and the Company have executed mutual releases.

WILLIAM J. ELSNER

Effective October 1, 1995, the Company entered into a Consulting Agreement
with William J. Elsner, who until October 1, 1995, had served as the Company's
Chief Executive Officer. Mr. Elsner's Consulting Agreement, which was for a
two-year term ending September 30, 1997, contained the following primary terms.
During the term of the Consulting Agreement Mr. Elsner was available for up to
90 days each calendar year to serve as a consultant to undertake tasks as
assigned by the Chief Executive Officer of the Company. Mr. Elsner received an
annual fee of $330,000, together with insurance and other perquisites that were
available to him in his capacity as Chief Executive Officer of the Company or
that are otherwise made available to top executives of the Company. All of Mr.
Elsner's unvested stock options vested as of the date of the Consulting
Agreement.

Mr. Elsner has agreed that he will not enter into certain businesses that
would be competitive with the Company. This Consulting Agreement provides for
indemnification of Mr. Elsner by the Company to the full extent permitted by its
Certificate of Incorporation or bylaws, any standard indemnity agreement between
the Company and its officers and directors or by applicable law. Mr. Elsner and
the Company have executed mutual releases.

BERNARD G. DVORAK

On January 1, 1997 the Company entered into a Consulting Agreement with
Bernard G. Dvorak, who until December 31, 1996 had served as the Company's Chief
Financial Officer. The term of the Consulting Agreement is from January 1, 1997
through June 30, 1997, with a monthly fee paid to Mr. Dvorak of $19,166.65. All
of Mr. Dvorak's unexercisable options as of December 31, 1996 fully vested on
January 1, 1997 and Mr. Dvorak has until December 31, 1998 to exercise them. Mr.
Dvorak has agreed that he will not enter into certain businesses that would be
competitive with the Company during the term of the Consulting Agreement.

COMPENSATION OF DIRECTORS

The Company compensates its outside directors at $500 per month and $1,000
per board and committee meeting ($500 for certain telephonic meetings) attended.
Directors who are also employees of the Company receive no additional
compensation for serving as directors. The Company reimburses all of its
directors for travel and out-of-pocket expenses in connection with their
attendance at meetings of the Board of Directors. In addition, non-employee
directors participate in the Company's Stock Option Plan for Non-Employee
Directors pursuant to which each non-employee director was granted options to
acquire 20,000 shares of Class A Common Stock at the fair market value of the
shares at the time of the grant. See "Non-Employee Director Stock Option Plan."

NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

The Company adopted a Stock Option Plan for Non-Employee Directors (the
"Director Plan") effective June 1, 1993. The Director Plan provides for the
grant of an option (a "Director's Option") to acquire 20,000 shares of Class A
Common Stock to each member of the Board who was not also an employee of the
Company (a "non-employee director") on June 1, 1993, and to each person who is
newly elected to the Board as a non-employee director after June 1, 1993, on the

13
<PAGE>

date of his election. The total number of shares of Class A Common Stock as to
which options may be granted under the Director Plan is 480,000 in the
aggregate. Options to acquire a total of 340,000 shares have been granted under
the Director plan at exercise prices from $9.50 to $17.75. Of these, 140,000
were granted prior to a two-for-one stock split in March 1994, resulting in
280,000 total options granted. Of the total granted, 57,500 have expired and
22,500 have been exercised. The exercise price for options granted under the
Director Plan after the Company's initial public offering is the fair market
value of the shares on the date of grant determined by reference to the last
reported sale price of the Class A Common Stock on the NASDAQ National Market.
The Director's Options become exercisable in equal monthly increments over a
four year period. Vesting is accelerated upon a "change of control" of the
Company. For purposes of the Director Plan, a change of control is generally
deemed to occur if (a) a person acquires beneficial ownership of shares of the
Company having 30% or more of the total number of votes that may be cast for the
election of directors of the Company without the prior approval of a majority of
the directors of the Company unaffiliated with such person, or (b) individuals
who constitute the directors of the Company at the beginning of a 24-month
period cease to constitute at least 2/3 of all directors at any time during such
period, unless the election of any new replacement directors was approved by a
vote of at least a majority of the members of the board in office immediately
prior to such period and of the new and replacement directors so approved.

401(K) PLAN

The Company adopted a defined contribution 401(k) plan (the "401(k) Plan"),
effective February 1, 1994. The 401(k) Plan is intended to qualify under Section
401(a) of the Code and will provide for employee pre-tax contributions pursuant
to Section 401(k) of the Code and matching Company contributions. It is expected
that substantially all of the Company's employees who have satisfied the 401(k)
Plan's age and service requirements will be eligible to participate in the
401(k) Plan. Eligible participants may contribute, on a pre-tax basis through
payroll deduction, between 1% and 15% of their total pay each payroll period.
The Company will match up to the first 6% of a participant's contributions each
year at the rate of 50%. The Company's contribution may be made either in cash
or in shares of the Company's Class A Common Stock, as determined by the Company
in its sole discretion. Company contributions will vest at the rate of 25% per
year, beginning upon the completion of one year of service with the Company.
Participants in the 401(k) Plan will be permitted to withdraw funds during
employment for certain specified hardship purposes. The Company has reserved the
right to amend or terminate the 401(k) Plan at any time.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company's Board of Directors in April 1993 established the Committee
composed of members of the Board who are not employees of the Company. In June
1997 the Board passed a resolution appointing all outside directors of the
Company to be members of the Committee. None of the executive officers of the
Company have served as a director or member of a compensation committee of
another company that had any executive officer that was also a director or
member of the Committee of the Company.

LIMITATION OF LIABILITY AND INDEMNIFICATION

The Company's Restated Certificate of Incorporation eliminates the personal
liability of its directors to the Company and its stockholders for monetary
damages for breach of the directors' fiduciary duties in certain circumstances.
The Company's Restated Certificate of Incorporation and Bylaws provide that the
Company shall indemnify its officers and directors to the fullest extent
permitted by law. The Company believes that such indemnification covers at least
negligence and gross negligence on the part of indemnified parties.

The Company has entered into agreements to indemnify its directors and
officers, in addition to the indemnification provided for in the Company's
Restated Certificate of Incorporation and Bylaws. These agreements require the
Company, among other things, to indemnify the Company's directors and officers
for certain expenses (including attorneys' fees), judgments, fines, penalties
and settlement amounts incurred by any such person in certain actions or
proceedings, including actions by or in the right of the Company, arising out of
such person's services as a director or officer of the Company, any subsidiary
of the Company or any other company or enterprise to which the person provides
services at the request of the Company. The Company believes that these
agreements are necessary to attract and retain qualified persons as directors
and officers.

During the past five years, neither the above officers nor any director of
the Company has had any involvement in such legal proceedings as would be
material to an evaluation of his ability or integrity.

14
<PAGE>

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934 AS AMENDED
(THE "EXCHANGE ACT")

Under Section 16 of the Exchange Act, the Company's directors and certain
of its officers, and persons holding more than ten percent of the Company's
Class A Common Stock are required to file forms reporting their beneficial
ownership of the Company's Class A Common Stock and subsequent changes in that
ownership with the Securities and Exchange Commission. Such persons are also
required to furnish the Company with copies of forms so filed.

Based solely upon a review of copies of such forms filed with the Company,
the Company believes that during the year ended February 28, 1997, all section
16(a) filing requirements were complied with, except that one Form 3 covering
initial holdings was filed late by J. Timothy Bryan and one Form 4 covering a
disposition of securities was filed late by David J. Leonard.

15
<PAGE>

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

THE COMPENSATION COMMITTEE REPORT SHALL NOT BE DEEMED INCORPORATED BY
REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY
STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OF 1933 OR UNDER THE
SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT THAT THE COMPANY
SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE
BE DEEMED FILED UNDER SUCH ACTS.

COMPENSATION PHILOSOPHY

The Compensation Committee of the Board of Directors is responsible for
structuring and implementing the Company's executive compensation program and
for reviewing compensation paid to certain key management personnel. The
Committee also administers the Employee Plan.

The Company's compensation philosophy is based on the belief that the
principal component of total executive compensation should be linked to
stockholder return on investment as reflected in the appreciation in the price
of the Company's Common Stock. In applying this philosophy, the Committee has
implemented a compensation policy that seeks to attract and retain superior
executives and to align the financial interests of the Company's senior
executives with those of its stockholders. The Company attempts to realize these
goals by providing a reasonable base salary to its executive officers and senior
management while emphasizing the grant of equity-based incentives commensurate
with their performance and level of responsibility. Given the nature of the
Company's business and its stage of development, any assessment of an
executive's performance tends to be very subjective. The Company does not
generally pay cash bonuses to its executive officers.

BASE SALARY

The Committee believes base salary levels of its executive officers should
be reasonable but not excessive. The Committee reviews and determines the base
salaries for the Company's executive officers and other senior management every
12 to 16 months. A recommendation for specific base salaries for all executive
officers is submitted to the Committee by the Company's Chief Executive Officer
and Chairman for approval. The recommendation is based largely on the subjective
assessment of the executives' experience, performance, level of responsibility
and length of service with the Company, but also reflects the base salary paid
to executives and other senior management recently hired by the Company relative
to the salary of those whose compensation is being reviewed.

The Chief Executive Officer and Chairman explains the factors on which the
recommendation is based, discusses the responsibilities and performance of the
persons whose compensation is being reviewed and responds to inquiries from the
Committee.

EQUITY-BASED INCENTIVES

To make its overall compensation package for executive officers and other
senior management competitive with other companies in the cable/media industry,
the Company emphasizes equity-based incentives rather than salary and bonuses.
The Board believes that reliance upon such incentives is appropriate because
they foster a long-term commitment to the Company and encourage employees to
seek to improve the long-term appreciation in the market price of the Company's
Class A Common Stock. Equity-based incentives are provided to the Company's
executives and key employees through the Employee Plan. In general, executive
officers and other employees are eligible for grants of stock options upon their
employment by the Company. Options are typically granted at the fair market
value of the Class A Common Stock on the date of grant and options typically
vest over a period of four years. During Fiscal 1997, the Committee granted
stock options to the Company's executive officers.

FISCAL 1997 COMPENSATION FOR CHIEF EXECUTIVE OFFICER

The executive compensation policy described above is applied in
establishing the base salary for the Company's Chief Executive Officer. The

16
<PAGE>

recommended base salary for the Chief Executive Officer in Fiscal 1997 was
intended to represent a raise from the prior years salary and to be at a level
slightly higher than that of other most highly compensated executive officers.
The base salary bears no specific relationship to the Company's performance
during the last fiscal year.

OTHER MATTERS

COMPENSATION COMMITTEE

Albert M. Carollo

Lawrence F. DeGeorge

Lawrence J. DeGeorge

William J. Elsner

Joseph E. Giovanini

Antony P. Ressler

Curtis Rochelle

Bruce H. Spector

<PAGE>

STOCKHOLDER RETURN PERFORMANCE GRAPH

THE STOCK PRICE PERFORMANCE GRAPH SHALL NOT BE DEEMED INCORPORATED BY
REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY
STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OF 1933 OR UNDER THE
SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT THAT THE COMPANY
SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE
BE DEEMED FILED UNDER SUCH ACTS.

The following graph compares the cumulative total stockholder return
(assuming reinvestment of dividends) on the Company's Common Stock against the
NASDAQ Composite Index and a peer group of companies based on the NASDAQ
Telecommunications Stocks Index (the "NASDAQ Telecom"). The graph assumes that
the value of the investment in the Company's Common Stock and each index was
$100 on July 22, 1993. The Company has not paid any cash dividends on its Common
Stock and does not expect to pay dividends for the foreseeable future. The
stockholder return performance graph below is not necessarily indicative of
future performance.

Value of $100 invested on 7/22/93*

[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>

ANALYSIS
7/22/93* 2/28/94 2/28/95 2/29/96 2/28/97
-------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
United International Holdings, Inc. $100.00 $173.68 $165.79 $177.63 $107.89
NASDAQ Telecom $100.00 $109.85 $100.68 $132.79 $128.65
NASDAQ Composite (US) $100.00 $112.72 $114.29 $159.25 $190.00
</TABLE>

* All NASDAQ total return to shareholder figures are calculated on a
monthly basis and quotations are as of July 30, 1993. The quotation for
the Company is a July 22, 1993 opening quote.

18
<PAGE>

CERTAIN TRANSACTIONS

The Apollo Transaction

Apollo entered into a Standstill Agreement with the Company (the
"Standstill Agreement") in connection with Apollo's 1993 investment in the
Company whereby Apollo agreed for a period ending seven years after the date of
the Company's initial public offering not to purchase additional equity
securities of the Company that, when aggregated with equity securities then held
by Apollo, would exceed 32.27% of the outstanding equity securities of the
Company unless such acquisition is approved by a majority of the disinterested
members of the Board of Directors of the Company. Apollo has also agreed not to
engage in the solicitation of proxies with respect to the Company during such
seven-year period. A person purchasing Class B Common Stock from Apollo must
become a party to the Standstill Agreement unless the transfer is made (i) in a
tender offer approved by the Company's Board of Directors or (ii) in the open
market or in an underwritten public offering, in either case where the
transferor does not know the identity of the ultimate purchaser and has no
reason to believe that a person would acquire more than 10% of the outstanding
shares or voting power of the Company's equity securities. A person purchasing
Class A Common Stock from Apollo must become a party to the Standstill Agreement
unless the transferor has no reason to believe that the ultimate purchaser would
acquire more than 10% of the outstanding shares or voting power of the Company's
equity securities.

Apollo, the Company and the Founders are parties to the Stockholders'
Agreement that provides for the election as directors by Apollo and the Founders
of three persons nominated to be directors by Apollo and nine persons nominated
to be directors by the Founders. The number of persons Apollo and the Founders
are entitled to nominate for election as directors is subject to reduction for
each group if the percentage of the Company's voting securities beneficially
owned by it is reduced below certain levels determined without regard to shares
issued after the Apollo Transaction is consummated. These director nomination
rights expire on April 12, 2003, unless earlier terminated by the agreement of
Apollo and the Founders. Apollo and the Founders each has the right to nominate
one additional director under the terms of the Stockholders' Agreement.

The Stockholders' Agreement provides that shares of Class B Common Stock
held by the Founders and Apollo will be converted to shares of Class A Common
Stock upon any transfer of the Class B Common Stock unless the transferee
becomes a party to the Stockholders' Agreement or unless the transfer is one of
a type that would not require the purchaser to become a party to the Standstill
Agreement if the transfer had been made by Apollo.

The Stockholders' Agreement also provides that Apollo and the Founders are
obligated to offer any of the Company's equity securities or their equivalents
to the Company prior to their transfer to persons other than Apollo, the
Founders and their affiliates and that the Founders are obligated to permit
Apollo to participate on a pro-rata basis in any sale of Class B Common Stock by
the Founders that would result in a change of control of the Company. Apollo and
partners of the Partnership who are affiliates of the Company have been granted
registration rights for the Company's common stock held by them.

STOCKHOLDER PROPOSALS

Any proposal by a stockholder intended to be presented at the fiscal 1998
Annual Meeting of Stockholders must be received by the Company on or before
March 1, 1998, to be included in the proxy materials of the Company relating to
such meeting.

19
<PAGE>

OTHER BUSINESS

It is not anticipated that any other matters will be brought before the
Meeting for action; however, if any such other matters shall properly come
before the Meeting, it is intended that the persons authorized under proxies
may, in the absence of instructions to the contrary, vote or act thereon in
accordance with their best judgment.

BY THE ORDER OF THE BOARD OF DIRECTORS

/s/ Ellen P. Spangler

Ellen P. Spangler
Senior Vice President
Business and Legal Affairs,
and Secretary

Denver, Colorado
October 28, 1997

20
<PAGE>
PROXY
UNITED INTERNATIONAL HOLDINGS, INC.

COMMON STOCK

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 19, 1997

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Gene W. Schneider and J. Timothy Bryan, or
either one of them, with full power of substitution, as a proxy or proxies to
represent the undersigned at the Annual Meeting (the "Annual Meeting") of
Stockholders of UNITED INTERNATIONAL HOLDINGS, INC. (the "Company") to be held
on November 19, 1997, and at any adjournments or postponements thereof, and to
vote thereat all the shares of Class A Common Stock of the Company held of
record by the undersigned at the close of business on October 29, 1997 with all
the power that the undersigned would possess if personally present, as
designated on the reverse side.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL OF THE
LISTED NOMINEES AND APPROVAL OF PROPOSALS 2 AND 3. IF NOT OTHERWISE SPECIFIED,
THIS PROXY WILL BE VOTED PURSUANT TO THE BOARD OF DIRECTORS RECOMMENDATIONS.

THIS PROXY REVOKES ALL PROXIES WITH RESPECT TO THE ANNUAL MEETING AND MAY
BE REVOKED PRIOR TO EXERCISE. RECEIPT OF THE NOTICE OF ANNUAL MEETING AND THE
PROXY STATEMENT RELATING TO THE ANNUAL MEETING IS HEREBY ACKNOWLEDGED.

(CONTINUED AND TO BE SIGNED ON OTHER SIDE)

. FOLD AND DETACH HERE .

<PAGE>

Please mark [X]
your votes
as this

THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2 AND 3.

1. Election of Directors

FOR all WITHHOLD AUTHORITY Nominees: Albert M. Carollo, Lawrence
Nominees to vote for all nominees J. DeGeorge, Anthony P. Ressler, Mark
listed to listed to the right L. Schneider, Lawrence F. DeGeorge
the right
(Instructions: To withhold authority
for any individual nominee, strike a
[ ] [ ] line through the nominees name
listed above.)

In their discretion, the named proxies
may vote on such other business as may
properly come before the Annual
Meeting or any adjournments or
postponements thereof.

PROPOSAL NO 2: Ratification and FOR AGAINST ABSTAIN
amendment of Stock Option Plan:
The ratification of the Company's [ ] [ ] [ ]
1993 Stock Option Plan, and approval
of an amendment to increase the number
of shares of the Company's Class A
Common Stock reserved for issuance
under such Plan by 500,000 from
3,300,000 shares to 3,800,000 shares,
and to establish a maximum number of
shares subject to options that may
be granted to any one participant in
any calendar year.

PROPOSAL NO 3: Ratification of the FOR AGAINST ABSTAIN
selection of auditors: Approval of
the appointment of Arthur Andersen [ ] [ ] [ ]
LLP as independent public accountants
to audit the financial statements of
the Company for the fiscal year
ending February 28, 1998.

TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS RECOMMENDATIONS, MERELY SIGN
BELOW, NO BOXES NEED TO BE CHECKED.

Please sign exactly as name appears to the left. When
shares are held jointly, each should sign. When
signing as attorney, executor, administrator, trustee
or guardian, please give full title as such. If a
corporation please sign in full corporate name by
President or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.

Signature(s) ________________________________________ Date _________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such

. FOLD AND DETACH HERE .